SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 11, 2002
LPA HOLDING CORP.
(Exact name of registrant as specified in its charter)
See Table of Additional Registrants
DELAWARE 333-56239-01 43-1144353
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation or organization) Number)
130 SOUTH JEFFERSON STREET, SUITE 300
CHICAGO, ILLINOIS 60661
(312) 798-1200
(Address and Telephone Number of Registrant's Principal Executive Office)
ADDITIONAL REGISTRANTS
JURISDICTION OF COMMISSION IRS EMPLOYER
NAME INCORPORATION FILE NUMBER IDENTIFICATION NO.
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La Petite Academy, Inc. Delaware 333-56239 43-1243221
ITEM 5. OTHER EVENTS
(a) On December 16, 2002, LPA Holding Corp. ("Holding") and its wholly-owned
subsidiary, La Petite Academy, Inc., ("La Petite" and, together with Holding,
the "Company"), announced that Gary A. Graves has been promoted from Chief
Operating Officer to Chief Executive Officer and President of both Holding and
La Petite. In addition, the Company announced that Judith A. Rogala resigned her
position as President and Chief Executive Officer of the Company to pursue other
business opportunities in her home state of California. The Company and Ms.
Rogala have entered into a Separation Agreement dated December 11, 2002.
Copies of the Separation Agreement and the press release are attached
hereto as Exhibits 10.1 and 99.1, respectively, and are incorporated herein by
reference.
(c) As previously disclosed, the Company was not in compliance with certain of
the financial covenants contained in the Credit Agreement for the third quarter
ended April 6, 2002 and had received limited waivers thereunder on May 20, 2002
and August 15, 2002 through the periods ended August 15, 2002 and September 30,
2002, respectively. In addition, the Company was not in compliance with certain
of the financial and informational covenants contained in the Credit Agreement
for the fourth quarter ended June 29, 2002. On September 30, 2002, the Company
and its parent, LPA Holding Corp., received a limited waiver of noncompliance
with such financial and informational covenants through the period ended
November 1, 2002. On November 1, 2002, the Company obtained an extension of the
September 30, 2002 waiver. On November 15, 2002, the Company obtained a second
extension of the September 30, 2002 waiver. On December 2, 2002, the Company
obtained a third extension of the September 30, 2002 waiver. On December 6,
2002, the Company obtained a fourth extension of the September 30, 2002 waiver.
In addition, the Company was not in compliance with certain of the financial and
informational covenants contained in the Credit Agreement for the first quarter
ended September 30, 2002. On December 16, 2002, the Company and its parent, LPA
Holding Corp., received a limited waiver of noncompliance with the foregoing
financial and informational covenants. The limited waiver received on December
16, 2002 provides that the lenders will not exercise their rights and remedies
under the Credit Agreement with respect to such non-compliance during the period
through January 30, 2003. The Company and LPA Holding Corp. expect to continue
discussions with the lenders under the Credit Agreement (a) to obtain a
permanent waiver of the financial covenant non-compliance for the quarterly
periods ending April 6, 2002, June 29, 2002, and September 30, 2002, (b) to
obtain a permanent waiver of the covenant non-compliance occurring in connection
with the Company's restatement of its financial statements for prior periods,
(c) to obtain a permanent waiver of the informational covenant non-compliance,
and (d) to amend its financial and other covenants, commencing with the
quarterly period ending on January 11, 2003, based on the Company's current
operating conditions and projections. There can be no assurance that the Company
will be able to obtain such a permanent waiver and/or amendment to the Credit
Agreement. The failure to do so would have a material adverse effect on the
Company.
A copy of the limited waiver dated December 16, 2002, is attached
hereto as Exhibit 10.2 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Number Description of Exhibits
10.1 Separation Agreement dated as of December 11, 2002 among Judith A.
Rogala, LPA Holding Corp., and La Petite Academy, Inc.
10.2 Fourth Limited Waiver dated as of December 16, 2002, to Credit
Agreement dated as of May 11, 1998, as amended, among LPA Holding
Corp., La Petite Academy, Inc., Bank of America, N.A. (formerly known
as NationsBank, N.A.) as Administrative Agent, Documentation Agent and
Collateral Agent for the Lenders and as Issuing Bank and Swingline
Lender and Chase Bank of Texas, National Association, (formerly known
as The Chase Manhattan Bank) as Syndication Agent.
99.1 Press Release dated December 16, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LPA HOLDING CORP.
Dated: December 20, 2002 /s/ Michael F. Czlonka
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By: Michael F. Czlonka
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Chief Financial Officer and Secretary
and duly authorized representative of
the registrant
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LA PETITE ACADEMY, INC.
Dated: December 20, 2002 /s/ Michael F. Czlonka
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By: Michael F. Czlonka
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Chief Financial Officer and Secretary
and duly authorized representative of
the registrant
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
10.1 Separation Agreement dated as of December 11, 2002 among
Judith A. Rogala, LPA Holding Corp., and La Petite Academy,
Inc.
10.2 Fourth Limited Waiver dated as of December 16, 2002, to Credit
Agreement dated as of May 11, 1998, as amended, among LPA
Holding Corp., La Petite Academy, Inc., Bank of America, N.A.
(formerly known as NationsBank, N.A.) as Administrative Agent,
Documentation Agent and Collateral Agent for the Lenders and
as Issuing Bank and Swingline Lender and Chase Bank of Texas,
National Association, (formerly known as The Chase Manhattan
Bank) as Syndication Agent.
99.1 Press Release dated December 16, 2002.